3730

NEW ZEALAND GAZETTE

No. 142

before the end of the current term of any co-opted member. Co-opted members shall not be subject to retirement by way of rotation as provided in clauses 4.1 to 4.6 inclusive.

3.5 The Council, in appointing members to the Board, shall do so in accordance with Council policies and procedures pertaining to the appointment of Council appointees to outside organisations. The Council may change these policies and procedures at any time. The Council shall provide the Board with a copy of these policies and procedures and any changes that may be made to them.

3.6 In the event that the Council or the Society (for the purposes of this clause 3.6 called “the Appointor”) wishes to remove any member appointed by them as provided in clause 3.2, then the Appointor shall first inform the Board and the member whom the Appointor wishes to remove from the Board of the desire by the Appointor to remove that member from the Board. This advice shall be in writing and shall also include reasons why the Appointor wishes that member to be removed from the Board. The Board shall consider such advice and provide its response to the Appointor within 1 calendar month of receiving notice from the Appointor. The Appointor may then remove the member after considering the Board’s response giving 1 month’s notice in writing to the member.

3.7 The members comprising the Board as at the end of the day immediately preceding this new Constitution and Powers of the Board coming into force pursuant to section 12 (3) of the Palmerston North Showgrounds Act 1974 shall be deemed to have retired at midnight on that day.

4. Rotation of Members

4.1 On the 30th day of June of each year commencing in the year 2003, the following members appointed pursuant to clause 3.2 shall retire from the Board:

(a) In 2003, and every 3 years thereafter, 3 members, being 2 of the members appointed by the Council and 1 of the members appointed by the Society.

(b) In 2004, and every 3 years thereafter, 2 members, being 1 of the members appointed by the Council and 1 of the members appointed by the Society.

(c) In 2005, and every 3 years thereafter, 2 members, being 2 of the members appointed by the Council.

4.2 Retiring members shall be eligible for reappointment.

4.3 Any retiring member shall hold office until a replacement person is appointed unless the member otherwise requires. The members to retire each year shall, subject to clause 4.1, be those members who have been in office for the longest unbroken period of time since they were last appointed. If it is necessary to decide between 2 or more members of equal standing in that respect, the same shall be determined by lot at a meeting of the Board held during the 6 month period ending on the 31st day of March of the relevant year.

4.4 Where any member has been appointed to fill a vacancy arising under clause 5.3, their period of unbroken service shall be deemed to include the period or periods of unbroken service of the member or members being replaced under clause 5.3.

4.5 Not later than the 1st day of April of each year, the Board shall advise the Council and the Society of the names of retiring members for that year and whether or not those members wish to be considered for reappointment.

4.6 If at any time the Council or the Society has appointed fewer than the maximum number of members permitted by clause 3.2, the Board may, with the approval of the Council and the Society, vary the number of members required to retire in any year but always with the intent that members shall hold office for a maximum period of 3 years.

5. Vacancies

5.1 Any vacancy of a member appointed by either the Council or the Society shall, at the option of the Council or the Society, be filled by the Council or the Society appointing another person to fill the vacancy.

5.2 Any vacancy of a member co-opted by the Board shall, at the option of the Board, be filled by the Board appointing another person to fill the vacancy.

5.3 A vacancy shall occur:

(a) If a member dies.

(b) If a member resigns.

(c) If a member refuses to act or is absent without leave for 3 successive Board meetings.

(d) If a member is removed by the Board as provided in clause 3.4 or by an Appointor as provided in clause 3.6.

5.4 Any member may resign from the Board by giving notice to the Board and their resignation shall take effect from the date of that notice being served on the Chairperson of the Board.

6. Chairperson and Deputy Chairperson

6.1 The Board shall appoint a Chairperson and may appoint a Deputy Chairperson.

6.2 The Chairperson shall be appointed at the Annual Meeting referred to in clause 11 and may be appointed at an ordinary meeting of the Board should there cease to be a Chairperson. The Deputy Chairperson may be appointed at the Annual Meeting or at any ordinary meeting of the Board.

6.3 The Chairperson and Deputy Chairperson shall hold office until the end of the next Annual Meeting held following their appointment or until they resign as Chairperson or Deputy Chairperson or cease to be a member of the Board, whichever happens sooner.

6.4 The Chairperson shall preside at all meetings of the Board at which he or she is present. In the absence of the Chairperson from any meeting, the Deputy Chairperson (if any) shall preside but, if no Deputy Chairperson has been appointed or is absent, the members present shall appoint 1 of their number to preside at that meeting.

7. Proceedings of the Board

The Board shall meet for the dispatch of business as often as it shall deem necessary. The Chairperson shall have the right to convene a meeting at any time. It shall be the duty of the Chairperson to convene a meeting upon receiving a requisition in writing from any 3 members of the Board. If the Chairperson is for any reason not available or fails forthwith upon receipt of such requisition to convene a meeting, then any 3 members may themselves convene a meeting.

8. Notice of Meetings

Except in the case of what in the opinion of the Chairperson is an emergency meeting, not less than 7 days’ notice of any meeting shall be given. Notice of any meeting shall specify the place, day and the hour of the meeting. Notice shall be deemed to have been given to any member if it has been posted, or by facsimile or by Email to the last known address of the member and shall then be deemed to have been received the day after the notice has been posted, or by facsimile or by